United Phosphorous

The Company was incorporated on 2nd January, 1985 as Vishwanath 
 Commercials Limited.  In February, 1985, the Company went public with
 an issue of 1,50,000 Equity Shares of Rs. 10/- each for cash at par
 aggregating Rs.15,00,000.  The object of the issue was to  meet the
 working capital requirements, preliminary expenses and issue
 expenses.  Subsequently in February 1994 Shri R.D. Shroff alongwith
 his family and investment companies acquired 78.61% of the equity
 capital of the company and changed the name to Search Chem Industries
 Ltd.  In March 1995 the group reorganised the shareholding, as a
 result United Phosphorus Limited acquired 75% of the Equity Capital
 of Search Chem Industries Limited from the family and investment
 companies of Shri R. D. Shroff. Subsequently in August, 1995 UPL
 acquired further 11560 shares thereby resulting in total holding of
 79.72%. UPL purchased 8,500 
 Equity Shares from Shri R.D.Shroff and 1,86,810 Equity Shares from
 Shri R.D.Shroff's family members and investment Companies. With this
 reorganisation UPL has become the promoter of Search Chem Industries
 Limited. Shri R.D. Shroff is the promoter of United Phosphorus
 Limited and alongwith his family and investment companies holds
 35.39% of the Equity Capital of United Phosphorus Limited. The
 Company was engaged in the business of trading in shares/debentures
 since incorporation, until it was taken over by Shri R.D.Shroff. 
 Subsequent to the takeover, the Company has entered in to the
 chemical business.
 
 The High Court of Gujarat at Ahmedabad had served a notice on
 23/03/95 to 169 units including the Company for operating without the
 consent of the Gujarat Pollution Control Board (GPCB). The Company's
 advocates Messrs Nanavati and Nanavati, who were representing 158
 units out of the above mentioned 169 units could list out their
 representation of only the names of 110 units to the High Court
 within the limited time allotted to them.
 
 Unfortunately, since the Company's name did not figure in the 110
 units listed out by the Company's advocate, the High Court treated
 the Company's case as unrepresented and hence contempt of court for
 which the High Court ordered the closure of the Company's unit with
 effect from 18.04.95.  Subsequent to the Company's filing affidavits,
 the Court ordered the reopening of the Company's unit vide their order
 dated 01/05/1995, subject to the following remedial measures which
 have been adopted by the Company:
 
 1. Filing of undertaking before the Court as per their requirement.
 
 2. Setting up Secondary Treatment Plant.
 
 3. Installation of electricity meters to determine the quantum of 
 electricity consumed by the Controlling Devices and plants.
 
 4. Follow up with GPCB, Gandhinagar for issue of consents under the
 water, air and Hazardous Waste Rules.
 
 Thus the Company's unit was closed from 18.4.95 to 01.05.95. for a
 period of 14 days.
 
 MAIN OBJECTS OF THE COMPANY 
 
 The main objects of the Company to be pursue by the Company as
 contained in the Memorandum of Association is as under:
 
 1. To carry on the business of dealers, importers, exporters,
 commission agents or otherwise of cotton, jute, cotton goods, jute
 goods, textiles, yarn, synthetic goods, fibrous materials, mill
 stores, coal, chemicals, paper, engineering goods and cast iron items
 and agricultural implements and other machinery.
 
 In the Extraordinary General Meeting of the shareholders of the
 Company held on April 10, 1993, pursuant to Section 149(2A) of the
 Company's Act 1956, consent has been given for commencement to the
 Company for commencement of all or any of the business specified in
 items nos. (b) and (c) of sub-clause 25 of Clause 3 of the Memorandum
 of Association of the Company namely:
 
 To carry on the business of manufacturers, fabricators, processors,
 producers, growers, makers, importers, exporters, buyers, sellers,
 suppliers, stockists, agents, merchants, distributors and
 concessionaires of, and dealers in, commodities of all or any of the
 following kinds:
 
 b. Ammonium sulphate, nitrate (double-salt), Ammonium nitrate,
 Calcium ammonium nitrate (nitroline stone), Ammonium chloride super
 phosphate urea and other types of fertilisers of synthetic or natural
 origin containing nitrogen phosphorus or other compounds soda ash,
 pesticides, DDT seeds, Processed seeds, concentrate for cattle or
 poultry feed.
 
 c. Drugs, medicines, chemicals, mixtures, powder, tablets, capsules,
 injections, oils, compounds, cements, paints, creams, scents, soaps,
 lotions, toiletries, goods, pigments and all kinds of pharmaceutical
 cosmetics and medicinal preparations required or used for beauty aid
 or personal hygiene or in allopathic, ayurvedic, unani, or nature
 cure methods or systems of treatments, bandages, cotton, gauzes,
 crutches, stretches and all kinds of anatomical orthopedic and
 surgical appliances and stores.
 
 The above clauses/sub-clauses enables the Company to undertake the
 activities for which the funds are being raised for the present issue
 and also the activities which the Company has been carrying on till
 date.
 
 PRESENT BUSINESS OF THE COMPANY 
 
 The Company has facilities to manufacture the following:
 
 1. Iso Propyl Bromide, Thi Diphenol and Other 
     Specialty Chemicals                                600 TPA 
 2. Phosphorus Pentoxide                                500 TPA 
 3. Phosphorus Penta Chloride                           350 TPA
 
 NOTE 
 
 There have been no material changes in accounting policy affecting
 the reserves and profit/loss of the Company in the last three years.
 
 The Company has no subsidiary at present.
 
 2001 - Demuric Holdings Pvt Ltd. intends to acquire  60,35,640 shares
 of the company from 
              the promoters inter se on or after 13th March at market
 price.
 
 2003
 
 -Search Chem Industries Ltd. has informed the Exchange that at its
 meeting held on June 25, 2003 the BOD has resolved to forfeit 4393150
 equity shares held by 4642 shareholders for non payment of arrears of
 allotment money.
 
 -Shri Kanti Thacker has resigned as the Secretary of the company and
 Shri M B Trivedi has been appointed as Company Secretary of the
 company.
 
 -Manufacturing division of United Phosphorus Ltd. was transferred to
 Search Chem Industries Ltd. and the name of Search Chem Industries
 Ltd. was changed to United Phosphorus Ltd. after the transfer of
 manufacturing division.  The name of  United Phosphorus Ltd. was
 changed to Uniphos Enterprises Ltd. after the transfer of
 manufacturing division
 
 -1) The following Directors submitted their resignations from the
 Company : a) Dr. P V Krishna, b) Mr. Kalyan Banerjee, c) Dr. Anil
 Bhatt, d) Dr. Reena Ramachandran; 2) Shri M B Trivedi resigned as
 Company Secretary of the company; 3) Shri K M Thacker was appointed
 as Company Secretary of the Company.
 
 2004
 
 -Acquires 20% stake in Cropserve, a company based in South Africa
 
 -Signs an agreement to acquire registration for production of Lenacil
 and Chloridazon from Agricola for UK, France and Italy
 
 2005
 
 - Delists equity shares of the Company voluntarily from the Madras
 Stock Exchange Ltd (MSE) with effect from January 19, 2005.
 
 - Delists equity shares of the Company voluntarily from the Stock
 Exchange - Ahmedabad (ASE) with effect from March 31, 2005.
 
 -United Phosphorus acquires CEQUISA
 
 -Delists equity shares from the Vadodara Stock Exchange Ltd (VSE)
 with immediate effect.
 
 -Nath Biogene (I) Ltd and United Phosphorous Ltd have signed an
 agreement with Biocentury of China for transfer of technology related
 to Bt cotton
 
 -United Phosphorus acquires REPOSO S.A.I.C., Argentina
 
 2007
 
 - United Phosphorus acquires Argentinian firm
 
 - United Phosphorous Limited has informed that Mr. S. Krishnan has
 been appointed as Chief Financial Officer (CFO) of the Company.